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NOTE: This spoiler was submitted by Spectre.

We open to narration of Morgan Freeman who discusses a time long ago where sorcery meant ultimate power. A group of necromancers from Azeron forged a mask made from the skulls of kings. They then sacrificed their pure blood daughters in order to give the mask and those who wear ultimate power. The group of men cut a swath of blood throughout the lands, killing anyone that opposed them. Only the barbarian tribes opposed them. One day, a barbarian warrior was able to separate the mask from its owner. The mask was broken into pieces and sent to various tribes throughout the land, to keep the peace for all. A prophecy foretold that one man who tried to reforge the mask and unleash its evil. Another spoke of a lone warrior, who would grow up and stop him. The boy would not be born of peace but of war.

Cut to the inside of a pregnant woman's stomach. We see a sword go in, almost hitting and killing the child. We are now in a war field. The woman is wearing warrior clothing in the middle of a battle. She is mortally wounded, screaming out in pain. Her husband, Corin (Ron Pearlman) sees her and rushes to her side, killing several men who try to hurt her. She does not have long.

"I want to see my child before I die." she says. Corin nods, understanding. He gives her his hand to bite on as he takes a dagger and does an emergency C-Section. His wife holds her son and embraces him briefly. But time is fleeting. "Name your son." Corin says. "His name is Conan." his wife tells him and a moment later she is gone. Corin is saddened, holding onto his son. He holds him his hands and screams to the sky.

We pick up about 8 years later in Cimmeria, in the rather peaceful barbarian village. Corin is lecturing the young men about a race they are about to do. They must run through the forest with an egg in their mouth without cracking it. Those who do can join the group of warriors. Conan races up to the group. Corin reluctantly allows his son to go.

The men and Conan race through the forest, sabotaging each other by trying to make their opponents break their eggs. Suddenly, they see several Indian warriors. All pull back except young Conan who continues to race through the forest. He is eventually surrounded but does not back down. He may be small, but makes up for it for it with dexterity, speed, and improvisation. He makes short work of four Indians, killing all them with stabbings and beatings via large rocks. Conan returns the village, covered in blood and holding the severed heads of the men. He spits out his egg, which cracks when it hits the ground. He didn't break it the entire time. Corin nods.

Conan begins to train and his father makes him a sword telling him one day he will use it. Corin trains his son, but Conan is rash and impulsive, prone to anger. "You're not ready for the sword." Corin notes.

Conan is swinging his sword in the woods, angry at his father and himself when he hears horses. It is a pillaging raid, headed straight for his village.

His village sees it and tries to prepare for battle but they are quickly and decisively cut down in droves. Conan arrives just in time to see his father take an arrow to the chest and be dragged away.

Conan watches from outside a tent while his father is interrogated by the army's leader Khalar Zym (Stephen Lang). Zym wants to know where the last bone shard is and Corin will tell him. Corin tells him he'd rather die. Zym's mystic daughter, Marique, can sense the shard and finds it in the tent. Zym smiles. "Your mother would be so proud."

Corin is about to be executed when Conan jumps in. He slices the nose off of one of the men, and tries to kill Zym and slashes his face before being restrained by him. Zym realizes Conan is his son. Since Corin is not afraid of death, he devises something more sinister. He chains Corin to a pulley system that will pour molten lava on his body unless a chain is held. He then cuts Corin's ankles and makes Conan keep him up. "Your son will die because he loves you." Zym burns the tent, and the rest of the village and departs now having the completed mask.

With the tent burning around him, Corin tells his son he has to let go. Conan won't and tells him he is not afraid to die. "Nor am I. I love you son." Corin says, and pulls the chain hard, bringing down the lava on his face, killing him. Conan is crushed. He leaves the burning tent, and looks at the destruction around him. He sees his father's sword and grabs it, screaming at the sky.

We jump ahead about another 20 years. Narration tells us Conan grew up slaying, thieving, and pirating, always on the hunt for the man who killed his father. Conan (Jason Momoa), now a grown man is spying on a slave camp that is using the men for labor and the women for sex slaves. His friend, Artus (Nonso Anozie) notes that the slave traders are not the man Conan is looking for and they shouldn't attack but Conan is firm. "No man should live in chains." Conan says.

Conan, Artus, and their men, launch boulders down the mountain, crushing several of the slave traders and destroying most of their equipment. They kill the remaining ones and free the men and women. When the former slaves point out they accidentally destroyed all their food and weapons, Conan and Artus smile and grab a few willing women, telling the group they will take them to Messianta.

At Messianta, Conan and Artus are with the rescued group at the bar having drinks and enjoying themselves. The fun is spoiled when Conan notices two things. One a man named Ela-Shan has tried to hide in their party. Two, the man looking for him is one of the men who massacred his village. Ela-Shan is recaptured, and Conan lets himself be arrested.

In prison, Conan asks for the prison captain. When the guards are smug to his request, Conan kills them all. He brings the head of the head guard to fool the captain into opening the door. Conan kills the guards and saves Ela-Shan who was being tortured. Conan then turns the table on the captain, asking who was the man who killed his father. If he tells the truth, he will not kill him. The captain reveals that Khalar Zym is now a king that looks for the ultimate power by sacrificing a pure blood to gain the power of the skull mask. The Captain even tells him where Zym is going next. Satisfied, Conan forces a key down his throat and forces him to swallow it. Outside, he tells the prisoners that the key to their freedom is in the stomach of the captain. Conan leaves while the captain is gutted. Ela-Shan, grateful to Conan, tells him if he needs anything, to find him in Argalon, The City of Thieves.

We cut to a Shaipur monastery. The master, Fassir their is smoking from a pipe, telling prophecies. He tells one woman there, Tamara (Rachel Nichols) that she will meet a warrior and their paths will cross. When Tamara asks for more, the master suddenly looks frightened. He can sense something is wrong.

Zym, with his army, and his grown up daughter Marique (Rose McGowan) are traveling towards the monastery. They crash through the walls and begin slaughtering anyone in their path. Tamara is put into a carriage by her master, telling her that she is important and she must survive. She jumps in and escapes, with monks in tow to protect her.

Conan sees the carriage has the symbol of Zym and gives chase. When he finds the carriage he only finds Tamara, who thinks he is sent to kill her and resists. Zym's real men arrive and try to kill her bodyguards. Both sides fight, losing men on each side. Tamara proves herself to not be an ordinary damsel, able to defend herself and ride horseback. Eventually, her horse is cut out from under her by Remo, one of Zym's greatest warriors. However, Conan is nearby. He tells Remo that Tamara is his property; Remo counters that Zym wants her and will pay a grand ransom for her. Conan reveals his village was massacred and Remo helped. Recognition hits Remo. He is frightened. "If you run from me, I will tear the mountains apart. I will follow you to hell." Conan snarls. Remo runs. Conan commands Tamara to get on his horse.

Back at the monastery, Marique searches for the pure blood among the girls and kills two of them, realizing none of them are the pure blood. Zym asks the monastery leader where she is, but he will not give Tamara up. Fassir says they are a peaceful people. Zym asks him about how peaceful they were with the woman in the woods who the tribes captured and burned at the stake years ago, even though she was innocent. She was Zym's wife. The master of the monastery is defiant, saying Zym's wife was dabbling with the occult tyring to ruin the balance of their world, and she deserved to die. Zym, overcome with rage, bashes the man's head into the stone floor until it caves in. Zym learns from a scout that Remo is pursuing the pure blood. We can assume that his army massacres the rest of the monastery.

Remo runs from Conan but he knocks him out cold. Tamara asks Conan what is next. Conan says they will wait for Zym so he can kill him. Tamara says she must leave for her birth place as her master instructed her. Conan, much more firmly, makes it clear that they will wait for Zym. Their is little Tamara can do. 

Zym's army makes camp for the night. Zym talks to his daughter. Soon they will have the pure blood and soon they can resurrect her mother and she will make Zym a god. Marique asks if the ritual does not work but Zym is firm that it will work. Marique presses on, saying her powers are getting stronger every day, and she could show him great powers as well, and everyone could kneel at his feet as she is now (there is implied incestuous feelings Marique has for Zym). Zym tells his daugther she is so like her mother in so many ways, but pushes her away. "But you ARE NOT HER." Zym tells her.

Conan has Tamara and Remo tied up. Tamara asks what he will do with Remo. Conan replies he will ask what he knows then kill him, something Remo hears. Tamara continues to talk and be defiant and it pisses Conan off so he takes a piece of her clothing and stuffs it in her mouth to shut her up.

Morning comes. Conan gets ready to kill Remo when he spills the beans. Tamara is a pure blood descendant of an ancient bloodline that Zym needs to fulfill his ritual and become a god. He has been searching for one for 20 years. Zym will pay Conan's weight in gold for the girl and Remo can make the deal. Conan says he will do that. They strap Remo's body into a catapult aimed at Zym's quarters. Conan releases it, and it crashes right into Zym's quarters, where he shares a bed with his daughter. They notice a piece of cloth in Remo's mouth. It is Conan, demanding Zym come alone to a certain spot with the ransom. Marique  smells the cloth, and recognizes it as the pure blood's.

Conan waits for Zym with Tamara pretending to be tied up but holding a knife of her own. Zym shows up with Marique in tow, throwing a bag of gold. Conan tells him he doesn't want the gold and Zym asks what he wants. "I want your head." Conan snarls. Zym motions to Marique who uses magic to conjure soldiers made of sand. They begin to attack Conan and Tamara, but they dispatch them one by one. Conan finally gets to be one on one with Zym but Zym cheats by having his daughter dipped a boomerang knife in poison to disorient Conan. Zym taunts Conan, and goes for a killing blow but Conan has an ace in a hole. He tells Tamara to get him a torch and he throws it near barrels of leaked oil he had previously planted. Zym realizes too late, and they explode, separating the two. Conan and Tamara jump off a cliff and swim towards Artus' boat, which had arrived to pick them up. Zym and Marique are angry they got away.

Conan speaks to Artus mad he was unable to kill Zym. Artus says the gods are cruel, but Conan barks the gods had nothing to do with it, it was all him. Artus asks about the legends of Zym, but Conan notes he is just a man. Artus tells him then Zym failed as he is the only man that has fought Zym and lived. Conan tells Artus that he will go alone to face Zym and that Artus must take Tamara somewhere safe. "She saved my life, and thus has my loyalty." Conan says. "Then she has mine." Artus responds

Tamara grabs some new clothes and speaks to Artus about Conan. Artus explains Conan was born of war. He however, despite his somewhat cold nature, has the mind of a king, and extremely loyal to people he cares for. Barbarians may be warriors but they do not sacrifice their children, or enslave people like "civilized" people do. His manners however need some work. Conan walks by Tamara and tells her she looks like a harlot (i.e. a whore). Conan tells Artus to give her some leather armor, as the woman of Cimmera wore. "He must like you." Artus deadpans.

Everyone is asleep on the boat when Zym's soldiers swim up and attack. Artus gets everyone awake and they begin to battle Zym's men, taking some casualties in the process. Tamara shows herself to be no slouch, killing several men herself to which Conan replies, "Not bad." After a short while, the barbarians kill all of Zym's men and cheer.

Conan leaves for land as Tamara looks on. Artus notices and tells her Conan left behind a map and she should give it to him. "We leave at dawn. Don't be late." Artus says knowingly. Tamara leaves and meets up with Conan.

Tamara asks if Conan thinks they are meant for something great by the gods or they all left to the cruel machinations of chaos. Conan says he thinks nothing of the gods. "I live, I love, I slay, I am content." he says. Conan and Tamara stare at each for a moment then make out. They proceed to spend the night making love.

Morning comes, and Tamara whispers goodbye to the sleeping Conan. She goes to return to Artus' ship but are surrounded by Zym's men. Marique is with them and tastes Tamara, confirming she is the pure blood they are looking for. Conan wakes up and finds Tamara gone. He finds the spot she was taken at and sees on of Marique's steel claws. He seethes with rage.

Meanwhile, Tamara is presented to Zym by Marique, who confirms that she is the pure blood. Zym tells her exactly what will happen to her; she will be drained of blood to resurrect his wife, and together they will strike the lands down with seas of blood. Tamara sits, terrified. 

Conan journeys to the City of Thieves and looks for Ela-Shan. Ela-Shan tells everyone Conan saved his life. Conan says he is ready to for him to repay the debt.

They travel to Zym's hideout and will get in via the sewers. Ela-Shan calls it a suicide mission and asks why. Conan mentions Tamara. "She must be very pretty." Ela-Shan says. They break into the sewers using Ela-Shan's lock picking tools.

Tamara is strapped to a large circular wheel and learns from Marique that they will use Conan's sword to drain her blood. She is readied for transport.

 Conan and Ela-Shan get through the sewers only to be grabbed by a monster. Conan gives chase and stabs the creature and saves Ela-Shan. They reach the surface only to wind up in a lair where a man lords over a large octopus in the water. He is another man that help massacre Conan's village. He sics the monster on Conan and Ela-Shan. Conan fights it while Ela-Shan locks himself in a cage for protection. The beast grabs the cage and throws it in the water and Ela-Shan tries to unlock it but drops his keys. He begs for Conan's help but Conan is busy with the animal's leader. He and Conan fight and Conan gets the upper hand and wraps him in chains, kicking him into the water. The monster is distracted by this and eats him. Conan opens the cage and pulls Ela-Shan out of the water.

They reach the top of the castle only to see Zym taking Tamara to the skull cave. Conan nods to Ela-Shan and tells him his debt is paid. Conan goes off alone, and Ela-Shan shouts if he needs him again he knows where to look.

Zym and Marique begin the ceremony in the cave, cutting Tamara's chest as she lays strapped to a large circular wheel. The blood is pooled into the mask, which makes it contract. The ritual complete, Zym puts in on, to the adulation of his followers. Conan is nearby, having killed a guard and taken his robes. Tamara spots him, and it gives her hope. Conan reveals himself and tries to strike Zym. Zym blocks the strike and the mask sends shock waves through the cave making them crumble. Tamara falls through the cracks, nearly falling to her death, but the spokes on the contraption that hold her grab the cave walls and stop her from an untimely death.

Conan drops down to save her and begins to cut off her chains. Zym gives pursuit, adding more weight to the unstable contraption. It begins to twist in turn in the valley it is stuck in as Zym and Conan fight. Tamara is still trapped, worried that any moment she could drop. Conan is able to finally able to set her free, and she drops to a large ledge and begins to escape at his command.

The skull cave continues to collapse, killing Zym's followers in its wake. Marique slips off.

Conan and Zym continue to fight on the wheel until it falls off. They too fall on the ledge, beaten and bruised.

Marique searches for Tamara, and Tamara comes out of hiding to fight her, but is no match for Marique. Tamara screams for Conan and he comes to help, chopping off Marique's hand. Tamara kicks her off a steep ledge and Marique is impaled and dies.

The cave is continuing to come down around them as Zym finds them again. Conan is able to get the upper hand and kick Zym into some falling rubble. Conan and Tamara continue their escape.  

Zym recovers and finds his dead daughter. He screams with rage, telling Conan he is coming for him.

Conan and Tamara try to cross a bridge when it collapses where Tamara stands. She still has a piece of chain on her arm, which Conan uses to keep her alive by holding on. He is having trouble getting her up though. Zym reappears and calls for his wife Milena. He intends for Milena to possess Tamara. Tamara starts to notice the change and tells Conan to let her fall. Conan will not let her die too. Zym cannot stand the irony of another person dying in Conan's place. "Just like your father." Zym snarls, getting close. Zym tells Conan he told his father, he would one day be a god. Conan gives him a death glare. "And MY father told you, God or not, one day you would fall." Conan uses his sword and stabs the bridge causing it to collapse. Zym falls to his death, and Tamara is brought back to her senses, free of Milena. They escape the cave and ride off on horseback as the skull cave crumbles to nothing.

Conan takes Tamara to her birth place. Tamara thanks him for saving her, and she knows he has to leave. "Live Well, until we meet again." Conan says before, riding off.

Conan returns to Cimmeria, his home, and finds the the remanants of the hut where his father made his sword, to pay his respects. He raises the sword to the sky and screams, having avenged his father and followed his destiny.

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